October 07, 2014 09:35 PM Eastern Daylight Time

HOUSTON—( BUSINESS WIRE )—Dynegy Inc. (NYSE:DYN) has priced its previously announced concurrent underwritten public offerings of 22,500,000 shares of common stock at $31.00 per share and 4,000,000 shares of mandatory convertible preferred stock with a purchase price and liquidation preference of $100.00 per share. In addition, the underwriters in each respective offering have been granted an option to purchase up to 3,375,000 additional shares of common stock and up to 600,000 additional shares of mandatory convertible preferred stock. The common stock offering and the mandatory convertible preferred stock offering are separate public offerings by means of separate prospectus supplements and are not contingent on one another.

Unless converted earlier, each share of mandatory convertible preferred stock will convert automatically on November 1, 2017, into between 2.5806 and 3.2258 shares of Dynegy common stock, subject to customary anti-dilution adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price (VWAP) per share of Dynegy common stock over the 20 consecutive trading day period commencing on and including the 22nd scheduled trading day immediately preceding the mandatory conversion date.

Dividends on the shares of mandatory convertible preferred stock will be payable on a cumulative basis when, as and if declared by Dynegy’s board of directors, at an annual rate of 5.375% on the liquidation preference of $100.00 per share. The dividends may be paid in cash or, subject to certain limitations, in shares of Dynegy common stock or any combination of cash and shares of common stock on February 1, May 1, August 1 and November 1 of each year, commencing on February 1, 2015, and to, and including, November 1, 2017.

The net proceeds from the common stock offering and the mandatory convertible preferred stock offering will be approximately $676.6 million and $388.0 million, respectively, in each case after deducting underwriting discounts and commissions and before estimated offering expenses payable by Dynegy and subject to customary closing conditions. Dynegy expects to use the net proceeds from the offerings to finance a portion of the purchase prices for the previously announced acquisitions of the ownership interests in certain Midwest generation assets from Duke Energy Corp. and ownership interests in EquiPower Resources Corp. and Brayton Point Holdings, LLC from Energy Capital Partners.

Morgan Stanley, Barclays, Credit Suisse, RBC Capital Markets and UBS Investment Bank are acting as joint book-running managers for the offerings. Co-managers for the offerings are BNP PARIBAS, BofA Merrill Lynch, Credit Agricole CIB, Deutsche Bank Securities, J.P. Morgan, MUFG and SunTrust Robinson Humphrey.

The offerings are being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (SEC). The offerings may be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the offerings may be obtained by contacting:

Morgan Stanley

180 Varick Street

New York, New York 10014

Attention: Prospectus Department

Barclays

c/o Broadridge Financial Solutions